Item 1.01 Entry into a Material Definitive Agreement.






Securities Purchase Agreement

On April 3, 2020, Taronis Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement ("SPA") with an accredited investor identified on the signature page thereto ("Investor"). Under the terms of the SPA, the Company agreed to issue and sell to the Investor, and the Investor agreed to purchase from the Company 12,800,000 shares of the Company's Common Stock, par value $0.001 per share ("Common Stock"), for a total gross purchase price of $1,920,000 (the "Offering"). The closing of the Offering is contemplated to occur on April 6, 2020. The SPA contains customary representations, warranties and agreements by us and customary conditions to closing.

The sale of the Common Stock at a price of $0.15 per share is being made pursuant to a prospectus supplement, which will be filed with the Securities and Exchange Commission (the "SEC") on or about April 6, 2020, and accompanying base prospectus relating to the Company's shelf registration statement on Form S-3 (File No. 333-230854), which was declared effective by the SEC on April 24, 2019.

The above description of the SPA does not purport to be complete and is qualified in its entirety by the full text of such SPA, which is incorporated herein and attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

5.1             Opinion of Legal Counsel
10.1            Form of Securities Purchase Agreement dated April 6, 2020
23.1            Consent of Legal Counsel (contained in Exhibit 5.1).

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